What is a Shelf Registration?

A shelf registration is the filing and registration with the Securities and Exchange Commission (SEC) for a security offering that is released to the public market incrementally over a period of time (shelf offering).

How Does a Shelf Registration Work?

Under Rule 415, the SEC allows an issuer to register new securities, and then shelve the public offering for up to two years.

A shelf registration requires that the company file quarterly and annual reports with the SEC.

Why Does a Shelf Registration Matter?

While it is a clear indication of the intention of a company to issue stock, a shelf registration does not affect the number of shares outstanding until the stock is actually sold in the market.